David Howson
Global President at CBOE
Executive
About David Howson
David Howson is Executive Vice President and Global President of Cboe Global Markets. He was promoted to Global President effective May 12, 2022 and relocated from the U.K. to the U.S. later in 2022 in connection with the role . In 2024, corporate performance underlying his incentive plan achieved net revenue of $2,071 million and adjusted EBITDA of $1,363 million, driving corporate metric payouts of 126% and 128% of target, respectively . For the 2022–2024 PSU cycle, Cboe achieved TSR at the 83rd percentile (200% payout on TSR PSUs) and 3‑year cumulative adjusted diluted EPS of $23.34 (161.5% payout on EPS PSUs); Howson’s vested PSUs totaled 10,538 (TSR) and 8,510 (EPS) for that cycle . 2024 total compensation reported for Howson was $6,506,669, comprised of $625,000 salary, $1,132,684 annual incentive, and $4,427,097 stock awards, plus $321,888 other compensation . Education and age are not disclosed in the proxy.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cboe Global Markets (subsidiaries: CFE, SEF, Cboe Canada) | Chaired subsidiary boards; oversaw integrations and migrations (Australia, Japan) | 2023 | Drove global integrations, tech migrations, and BIDS expansion; strengthened derivatives and equities businesses |
| Cboe Global Markets | Global President (promotion) | 2022–present | Expanded global product offerings; sharpened strategy; exited spot crypto to focus on digital derivatives; advanced APAC growth plan |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Engagement with global regulators/government | Senior executive engagement (non-board) | 2024 | Maintained open dialogue with global officials; supported market integrity and innovation messaging |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Salary) | Actual Annual Incentive ($) | All Other Compensation ($) |
|---|---|---|---|---|
| 2022 | 601,000 | 130% | 1,281,720 | 179,156 |
| 2023 | 625,000 | 135% | 978,480 | 294,250 |
| 2024 | 625,000 | 150% (effective Mar 1, 2024) | 1,132,684 | 321,888 (includes tax-related reimbursements/gross-ups from relocation administration error) |
Performance Compensation
2024 Annual Incentive: Corporate Metrics and Outcome
| Metric | Weighting | Threshold ($mm) | Target ($mm) | Maximum ($mm) | Actual ($mm) | Payout of Target |
|---|---|---|---|---|---|---|
| Net Revenue | 30% | 1,818 | 2,020 | 2,222 | 2,071 | 126.0% |
| Adjusted EBITDA | 40% | 1,112 | 1,308 | 1,505 | 1,363 | 128.0% |
- Combined payout of target for Howson’s 2024 annual incentive was 123% (including corporate, individual, and DEI metrics) .
PSU Program Goals and Outcomes
| Cycle/Grant | Metric | Threshold | Target | Maximum | Actual/Outcome |
|---|---|---|---|---|---|
| 2024–2026 PSUs | Relative TSR vs S&P 500 | 25th percentile | 50th percentile | 75th percentile | In progress |
| 2024–2026 PSUs | Cumulative Adjusted Diluted EPS | $25.82 | $28.40 | $31.15 | In progress |
| 2022–2024 PSUs | TSR | — | — | — | 83rd percentile; 200% payout |
| 2022–2024 PSUs | 3‑yr Cumulative Adjusted Diluted EPS | — | — | — | $23.34; 161.5% payout |
2022–2024 PSUs: Howson Vesting
| Metric | PSUs at Target (#) | PSUs Vested (#) |
|---|---|---|
| TSR (2022–2024) | 5,269 | 10,538 |
| EPS (2022–2024) | 5,269 | 8,510 |
Equity Awards
2024 Core Grants
| Award Type | Grant Date | Units (#) | Target Value ($) |
|---|---|---|---|
| Time-based RSUs | Feb 19, 2024 | 9,207 | 1,718,750 |
| PSUs – TSR (2024–2026) | Feb 19, 2024 | Target 4,604; Threshold 2,302; Max 9,208 | 859,375 |
| PSUs – EPS (2024–2026) | Feb 19, 2024 | Target 4,604; Threshold 2,302; Max 9,208 | 859,375 |
2024 Special One-time Retention Grants (Cliff RSUs to 2027; PSUs same goals as core 2024 PSUs)
| Award Type | Grant Date | Units (#) | Target Value ($) | Vesting |
|---|---|---|---|---|
| Time-based RSUs (Special) | Feb 19, 2024 | 1,340 | 250,000 | Cliff vest Feb 19, 2027; continuous employment required |
| PSUs – TSR (Special 2024–2026) | Feb 19, 2024 | Target 670; Threshold 335; Max 1,340 | 125,000 | Cliff vest post performance determination; continuous employment required |
| PSUs – EPS (Special 2024–2026) | Feb 19, 2024 | Target 670; Threshold 335; Max 1,340 | 125,000 | Cliff vest post performance determination; continuous employment required |
- Equity program design: 50% time-based RSUs and 50% PSUs; stock options not featured in 2024 . RSUs generally vest ratably over 3 years; PSUs cliff-vest after the 3‑year performance period with acceleration on death, disability, or change-in-control qualified termination; retirement provisions updated beginning in 2024 to pro-rate PSUs and continue vesting subject to conditions .
2024 Stock Vested
| Shares Acquired on Vesting (#) | Value Realized ($) |
|---|---|
| 25,810 | 4,782,619 |
Equity Ownership & Alignment
- Beneficial Ownership: Howson beneficially owns 8,025 shares (<1% of outstanding) .
- Stock Ownership Guidelines: Required to hold stock equal to four times base salary; holding requirement met as of Dec 31, 2024; unvested performance-based RSUs do not count toward guideline until vested .
- Anti-hedging and Anti-pledging: Company policy prohibits hedging and pledging of company stock; clawback policies apply to cash and equity awards .
- Selected Outstanding Equity Awards at FY-end 2024 (market values as of Dec 31, 2024):
- Unvested RSUs: 7,330 units ($1,432,282); 9,207 units ($1,799,048); 1,340 units ($261,836); plus other RSU positions .
- Unearned PSUs: 10,994 (2023 grant TSR) ($2,148,228); 10,994 (2023 grant EPS) ($2,148,228); 4,604 (2024 grant TSR) ($899,622); 4,604 (2024 grant EPS) ($899,622); 670 (2024 special TSR) ($130,918); 670 (2024 special EPS) ($130,918) .
Employment Terms
- Executive Severance Plan (EVP participant): If involuntarily terminated without cause or for good reason: severance equals base salary plus target annual bonus, prorated bonus at target, COBRA premiums (18 months), and accrued obligations; change-in-control severance equals two times base salary plus target bonus, prorated bonus at target, COBRA premiums for 24 months; double-trigger equity acceleration (death/disability also accelerate) .
- Potential Payments (assuming event on Dec 31, 2024):
Scenario Salary ($) Cash Incentive ($) Unvested Equity ($) Other ($) Total ($) Without Cause / Good Reason 625,000 1,859,631 3,884,943 51,702 6,421,276 CIC + Qualified Termination 1,250,000 2,797,131 14,422,083 68,936 18,538,150 Death/Disability — — 12,273,856 — 12,273,856 Executive Resignation (no good reason) — — 3,884,943 — 3,884,943 - Non-compete, non-solicit, confidentiality covenants apply to equity awards .
- Clawbacks: Mandatory and supplemental clawback policies for cash incentives and equity .
- Tax gross-ups: 2024 “other” includes reimbursements and tax gross-ups related to a relocation administration error (e.g., $59,431 reimbursement; $47,267 gross‑up; $47,413 tax preparation and immigration; $37,709 gross‑up) .
Deferred Compensation (SERP)
| Executive Contributions ($) | Registrant Contributions ($) | Aggregate Earnings ($) | Aggregate Balance at FY-end ($) |
|---|---|---|---|
| 50,339 | 100,678 | 12,757 | 313,372 |
Compensation Peer Group and Governance Notes
- 2024 peer group included 21 companies spanning exchanges, financial services, and technology; later updated in 2024 to remove Synopsys after acquisitions, resulting in 20 peers. Company’s annual revenue near peer median; market cap near median; employees below median .
- Long-term incentive plan administered under stockholder-approved plan; Board recommends approval to increase share reserve and extend plan term (2025 proposal) .
Investment Implications
- Alignment: High equity mix (core PSUs and RSUs) tied to TSR and cumulative EPS aligns pay with performance; anti‑hedging/pledging and 4x salary holding requirement further support alignment .
- Retention: 2024 special one‑time RSUs cliff‑vesting in 2027 and ongoing PSU cycles create meaningful retentive value; severance plan offers 2x base+bonus in CIC for EVPs, reducing abrupt departure risk .
- Selling Pressure: 25,810 shares vested in 2024 ($4.78M realized) and 2022–2024 PSUs settled in February 2025 could create periodic supply for tax or diversification-related sales; holding guidelines limit discretionary selling until compliance thresholds met .
- Execution Scorecard: Corporate net revenue and adjusted EBITDA outperformed targets in 2024, supporting above-target bonus payout; strategic actions include exiting spot crypto, focusing on digital derivatives, and APAC expansion—favorable for value creation under Howson’s remit .